Remedies and Third-Party Rights Flashcards
(22 cards)
Liquidated damages
A contractual clause setting forth a specific monetary amount to be awarded to the non-breaching party in the event of a breach.
Specific Performance
A rare contractual remedy in which the court, upon request by nonbreaching party, orders the nonbreaching party to perform as set forth in the contract.
Expectation Damages
The default remedy awarded for breach-of-contract actions, which puts the nonbreaching party in the economic position it would have been in had the contract been fully performed.
Market Damages
The UCC’s default measure of a nonbreaching party’s primary expectation interest.
Cover Damages
Under the UCC, an alternative measure of a buyer’s expectation interest, where the seller breached the contract and the buyer then made a good-faith purchase of substitute goods without unreasonable delay, permitting the buyer to recover the difference between the cost of the substitute goods and the contract price.
Reliance Damages
The remedy awarded in a breach-of-contract action that puts the nonbreaching party in the position the nonbreaching party was in before entering into the contract.
Essential Reliance
The type of reliance damages that include direct expenses incurred in past performance or in preparing to perform.
Incidental reliance
The type of reliance damages that include the foreseeable collateral expenses incurred.
Restitution
The remedy awarded to protect against unjust enrichment, which is available only to a party who had a reasonable expectation of compensation for a benefit conferred on the other party.
Nominal damages
A remedy of minimal value awarded to a claimant who prevails in a breach-of-contract action but had no compensable harm from the breach.
Reformation
An equitable breach-of-contract remedy that the court may employ to rewrite a portion of a contract when the written document does not conform to the actual agreement between the parties.
Consequential damages
A secondary expectation-interest remedy in a breach-of-contract action, which is comprised of the monetary harm caused by breach that did not directly flow from breach.
Incidental Damages
A secondary expectation-interest remedy in a breach-of-contract action, which is comprised of other expenses the nonbreaching party incurred as a result of the breach, often to mitigate the harm the breach caused or to protect the interests of the nonbreaching party or other relevant person.
Punitive Damages
A penal remedy seldom awarded in breach-of-contract actions but which may be used when the breaching party committed a bad-faith breach.
Mitigation
The nonbreaching party’s duty after the breach to take reasonable actions to avoid unnecessary losses that might otherwise result.
Third-party beneficiary
A person who is not a party to a contract but will benefit from the performance of a contractual duty.
Intended beneficiary
The type of third-party beneficiary who the contracting parties planned to benefit at the time the contract was formed.
Creditor
The kind of intended beneficiary who is receiving the promised performance in satisfaction of a legal obligation that the beneficiary is owed.
Donee
The kind of intended beneficiary who is receiving the promised performance as a gift.
Incidental beneficiary
The type of third-party beneficiary who the contracting parties did not plan to benefit at the time the contract was formed but who nevertheless will benefit by a contractual performance.
Assignment
A contracting party’s transfer of rights under a contract to another.
Delegation
A contracting party’s transfer of a duty the party must perform under a contract to another party who makes an enforceable promise to perform the duty.
